Joy Falotico
LINCOLN ELECTRIC HOLDINGSAbout Joy Falotico
Independent director of Lincoln Electric Holdings, Inc. since February 19, 2025; age 57. Former President of The Lincoln Motor Company (2018–2022), former Chief Marketing Officer at Ford Motor Company (2018–2021), and former CEO of Ford Motor Credit Company (2016–2018). Designated by the Board as an audit committee financial expert; classified as an independent director under Nasdaq standards. Appointed to the Audit and Nominating & Corporate Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Lincoln Motor Company | President | Mar 2018 – Nov 2022 | Led global operations incl. product development, marketing, sales, service. |
| Ford Motor Company | Chief Marketing Officer | Mar 2018 – Jan 2021 | Oversaw corporate marketing; brand leadership. |
| Ford Motor Credit Company | Chief Executive Officer (prior COO) | Oct 2016 – Feb 2018 | Led financial services arm; extensive finance/accounting experience. |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Alliant Energy (NASDAQ: LNT) | Director | 2021 | Current public company directorship. |
| Lineage Holdings (NASDAQ: LINE) | Director | 2022 | Current public company directorship. |
Board Governance
- Committee assignments: Audit; Nominating & Corporate Governance. No chair roles disclosed.
- Independence: Listed as independent; Board has 10 of 11 nominees independent.
- Audit committee financial expert designation: Yes (Board-determined).
- Attendance: In 2024, each then-serving director attended >75% of meetings; Falotico joined in 2025 (no 2024 attendance applicable). Directors are expected to attend the Annual Meeting; nominees plan to attend.
- Board structure and oversight context: Lead Independent Director in place; all four Board committees fully independent; Audit Committee oversees EHS and cybersecurity risk.
Fixed Compensation (Non-employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $95,000 | Payable in cash; deferrable under Directors’ Deferred Compensation Plan. |
| Lead Independent Director fee | +$35,000 | Incremental to Board retainer. |
| Committee Chair fees | +$30,000 (Audit); +$20,000 (Compensation & Executive Development; Finance; Nominating & Corporate Governance) | Incremental if chairing these committees. |
| Meeting fees | None (unless >8 meetings/year) | $1,500 per Board meeting over 8; $1,000 per committee meeting over 8. |
| Annual RSU grant | Approx. $155,000 | Full-value, fixed-dollar RSU; directors may defer. |
| Initial RSU grant (onboarding) | Approx. $155,000 (pro-rated) | Pro-rated to next annual grant cycle. |
Program benchmarks (most recent cycle): On Dec 11, 2024, each then-serving non-employee director received 741 RSUs (ASC 718 grant-date value $154,928 at $209.08 close). Some directors elected to defer RSUs. (Falotico was appointed in Feb 2025 and would receive a pro-rated initial award under the policy.)
Performance Compensation
- Non-employee directors receive time-based RSUs (no performance conditions). Standard vesting: RSUs vest in full one year after grant; change in control double-trigger or non-assumption leads to full vesting; pro-rata vesting upon retirement; dividend equivalents paid in cash at distribution.
- No stock options or PSUs are part of the standard director compensation program.
Other Directorships & Interlocks
| Director | Other public boards disclosed | Potential interlocks with LECO board/peers |
|---|---|---|
| Joy Falotico | Alliant Energy (LNT); Lineage Holdings (LINE) | None disclosed in LECO’s proxy; no related-party transactions requiring approval in 2024. |
Expertise & Qualifications
- Global operating leadership: Led a premium automotive brand’s worldwide operations (Lincoln Motor Company).
- Marketing and brand strategy: Former Chief Marketing Officer of Ford.
- Financial expertise: Former CEO of Ford Motor Credit; deemed an “audit committee financial expert.”
- Governance and sustainability familiarity noted in qualifications.
Equity Ownership
| Policy / Item | Detail |
|---|---|
| Stock ownership guideline (Directors) | Must meet either: holdings equal to 5x annual Board retainer ($475,000), or 2,185 shares (based on $217.46 as of 12/29/2023). 5-year compliance window from election. |
| Compliance status (as of 12/31/2024) | All non-employee directors met guidelines except Fetch (2023 appointee), Howze (2023 appointee), and Falotico (appointed Feb 2025; within 5-year window). |
| Hedging/pledging | Prohibited; no pledges in place for any directors or executive officers. |
| Deferred compensation | Directors may defer cash retainers and RSUs; RSU deferrals deemed invested in LECO stock fund. |
Governance Assessment
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Positive signals:
- Independent director with deep operating, marketing, and financial services experience; designated audit committee financial expert, strengthening Audit oversight.
- Assignments on Audit and Nominating & Corporate Governance place her at the center of financial oversight and board composition/governance processes.
- Strong alignment mechanisms at LECO: director RSUs, robust ownership guidelines, anti-hedging/pledging, and no related-party transactions in 2024.
- Shareholder support for executive pay remains high (97% Say-on-Pay in 2024), indicating a constructive governance environment.
-
Watch items / potential risks:
- Multi-board service (two other public boards) increases time commitments; monitor attendance and engagement going forward (no 2024 record since appointment was in 2025).
- New-director learning curve at LECO; effectiveness to be evidenced by future attendance and committee contributions.
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RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls.